CANADIAN SECURITIES LAW AND PRACTICE

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1 OSGOODE PROFESSIONAL DEVELOPMENT The Intensive Course in CANADIAN SECURITIES LAW AND PRACTICE This intensive course, from the developers of the Professional LLM in Securities Law, will give you a comprehensive, practical understanding of current Canadian securities law and practice. It will cover: Principal elements of securities regulation across Canada MRRS and the Passport System Types of securities that can be offered through private placements Overview of exemption criteria for private placements across Canada and extending to the U.S. Ethics in private placements and public offerings Regulatory changes and guidance impacting emerging market issuers Preparing the documentation for a public offering: key considerations M&A rules for takeover bids and arrangements Learn what you need to know from an experienced faculty of senior practitioners, academics and regulators EXCELLENT SPEAKERS AND WELL ORGANIZED PRESENTATIONS (2013) REGISTER NOW AT Fulfill your full annual CPD requirement. See reverse for details. Webcast Available Course Leaders Jeffrey M. Singer Heather Zordel Cassels Brock & Blackwell LLP Dates and Time Monday and Tuesday Evenings September 22, 29* & October 6, 14, :00 p.m. 9:15 p.m. EDT/EST Location Osgoode Professional Development 1 Dundas St. W., 26th Floor Toronto, ON *Please note: September 29, 2014 will run from 5:30 p.m. 9:15 p.m. EDT/EST A WORLD LEADER IN LAW SCHOOL LIFELONG LEARNING

2 THE INTENSIVE COURSE IN CANADIAN SECURITIES LAW AND PRACTICE Canadian securities rules and regulations are complex and evolving. The policies and priorities of the various regulators continue to change. New and emerging areas have special rules that can be confusing. Unless you work day-in and day-out on securities matters, it can be difficult to stay current and build comprehensive expertise in securities law. This unique, four-part Osgoode Professional Development course will provide you with in-depth coverage of current Canadian securities law and practice. Leading practitioners and securities experts will give you a comprehensive overview, including the latest and emerging developments. The course is highly interactive, with ample opportunity to ask the questions you need answered. You ll leave this program with a grounding in securities law, and the ability to take your practice to the next level. You ll also benefit from the course materials which will be a valuable resource long after the course is over. REGISTER NOW BY VISITING CALLING OR , ING OR FAXING Course Leaders Jeffrey M. Singer Faculty Aaron Atkinson Fasken Martineau DuMoulin LLP Wendy Berman Cassels Brock & Blackwell LLP Douglas Bryce Osler, Hoskin & Harcourt LLP Mary G. Condon Professor, Osgoode Hall Law and Vice Chair, Ontario Securities Commission Naizam Kanji Deputy Director, Mergers & Acquisitions, Corporate Finance, Ontario Securities Commission Eliot N. Kolers Neill I. May Goodmans LLP Heather Zordel Cassels Brock & Blackwell LLP Daniel Murdoch William K. Orr Fasken Martineau DuMoulin LLP Lawrence E. Ritchie, Osler, Hoskin & Harcourt LLP Philippe Tardif Borden Ladner Gervais LLP Josée Turcotte Deputy Secretary and Independent Adjudicative Counsel, Ontario Securities Commission Sean Vanderpol John Wilkin Blake, Cassels & Graydon LLP OSGOODE PROFESSIONAL DEVELOPMENT

3 AGENDA MONDAY, SEPTEMBER 22, :30-6:00 6:00-6:10 Welcome and Introduction from the Course Leaders Jeffrey M. Singer, Heather Zordel, Cassels Brock & Blackwell LLP 6:10-7:15 The Regulatory Framework Across Canada: Overview and Latest Developments Douglas Bryce, Osler, Hoskin & Harcourt LLP Principal elements of securities regulation - registration requirements - prospectus requirements - continuous disclosure - take-over bids, issuer bids and Rule insider trading and reporting - civil liability - enforcement Sources of law MRRS and the Passport System TSX, Market Regulation Services Inc. and the IDA Mutual funds Corporate governance The role of the courts 7:15-7:30 7:30-8:30 Private Placements: Exempt Market Rules and Strategies Philippe Tardif, Borden Ladner Gervais LLP Common types of private placements will be covered, with a focus on practical considerations that affect the work of lawyers involved for all parties. This session will address the regulatory regime and the documentation involved in private placements. Precedents and checklists will be provided, and the instructor will identify drafting issues that arise during document preparation and how to address them. Overview of prospectus exemption criteria, including proposed reforms Types of securities that can be offered through private placements Considerations of different stakeholders, including regulators Closings without certificates or wire transfers Resale rules Agency agreements: terms, representations, warranties, conditions and indemnities Opinions Procedures on closing and common problems Common problems on closing Regulatory filings with stock exchanges Filing requirements of securities commissions Registration requirements applicable to dealers involved in private placements Ethics in private placements 8:30 9:15 What Lawyers Need to Know About Professionalism and the Risks of Securities Practice Heather Zordel, Cassels Brock & Blackwell LLP Wendy Berman, Cassels Brock & Blackwell LLP Working with experienced securities lawyers and together with other participants you ll discuss and explore common and contentious professionalism issues related to securities law including insider trading. Case studies and examples will be used to discuss and reinforce practice issues. 9:15 Session One Concludes MONDAY, SEPTEMBER 29, :00-5:30 5:30-5:35 Introduction to Session Two 5:35-6:50 Emerging and New Market Issues Lawrence E. Ritchie, Osler, Hoskin & Harcourt LLP Heather Zordel, Cassels Brock & Blackwell LLP Mr. Ritchie and Ms. Zordel will explore the effect of regulatory changes on the practices of lawyers, dealers and other OSGOODE PROFESSIONAL DEVELOPMENT

4 AGENDA (Cont d) gatekeepers, and provide guidance on dealing with emerging market issuers, particularly with respect to: Due diligence processes Identifying risks and ethical considerations Corporate governance New or proposed capital raising exemptions New market initiatives such as crowdfunding and TSX Private Markets New draft uniform provincial legislation and federal legislation for the Cooperative Capital Markets Regulatory System 6:50-7:30 Public Offerings: Key Legal, Financial and Regulatory Considerations John Wilkin, Blake, Cassels & Graydon LLP Preparing or reviewing prospectus documents is an important aspect of the work of any lawyer practising in the area of securities law. This session on public offerings will delve into the documentation process, with a focus on ensuring that all of the right steps are taken and that the paperwork reflects due diligence. Common types of products issued by way of public offerings and their key features Key considerations in planning the offering Perspectives of various parties Alternative forms of prospectus Preparing the documentation Due diligence MJDS IPO s New marketing rules Ethics in public offerings - duties of confidentiality from issuers and underwriters counsel perspectives - managing conflicts - ethical considerations of legal counsel participating in an offering as an investor - ethical considerations when the prospectus may not be full, true and complete Disclosure issues Forward-looking financial information Comfort letters 7:30-7:40 7:40-8:30 Corporate Governance: Best Practices for Public Companies Sean Vanderpol, Continuous disclosure/filing requirements Materiality Selective disclosure Insider trading rules Proxy rules The AIF, MD&A and forecasts Audit committees and auditors Disclosure of corporate governance practices Executive compensation disclosure Stock options and related legislation Insurance needs of directors and officers Staying current on rules and requirements for public companies 8:30-9:00 Privilege and Confidentiality in Canadian Securities Law Daniel Murdoch, Working with an experienced securities litigation lawyer, you ll discuss and explore common and contentious professionalism issues. Topics include: Difference between confidentiality and privilege Confidentiality when information is a matter of public record/knowledge Dealing with regulators How to avoid waiving privilege 9:00 Session Two Concludes MONDAY, OCTOBER 6, :30-6:00 6:00-6:05 Introduction to Session Three 6:05-7:15 Mergers & Acquisitions The Essentials Neill I. May, Goodmans LLP Merger rules - takeover bids - arrangements,etc. Early warning system and disclosure considerations Legal structures from the basic to the creative Ethics considerations - duty to negotiate in good faith - M&A transaction diligence - special committee records of proceedings - protecting privilege Confidentiality agreements Standstill agreements Acquisition, support and lock-up agreements Going private and related party transactions Special committees 7:15-7:30 REGISTER ONLINE TODAY AT

5 AGENDA (Cont d) 7:30-8:30 Mergers & Acquisitions Emerging Strategies and Regulatory Issues William K. Orr, Fasken Martineau DuMoulin LLP Aaron Atkinson, Fasken Martineau DuMoulin LLP Fiduciary duties in change of control situations Regulation of defensive measures Review of Canadian hostile bid activity Emerging acquisition strategies Recent regulatory trends and proceedings 8:30-9:15 Regulators at the Door: The Scope of Their Powers Eliot N. Kolers, You will discuss the powers of the regulators, the investigative tools used by the regulators, the processes and procedures they follow and the steps that lawyers should follow: Topics include: What to do when you receive a subpoena or police arrive at your office Missing client and no instructions: what to do When the lawyer is the victim of fraud, what if anything, can he/she disclose to police? 7:15-9:00 Litigation and Enforcement: Current and Future Trends Josée Turcotte, Deputy Secretary and Independent Adjudicative Counsel, Ontario Securities Commission Mary Condon, Vice-Chair, Ontario Securities Commission Enforcement by regulators: an overview Regulators powers of investigation Mechanisms for enforcement Sanctions available Trends in enforcement proceedings and outcomes Insider trading issues lawyers and other professionals Securities litigation: overview Grounds for commencing proceedings Ontario s secondary market liability regime Due diligence defences: common strengths and weaknesses and the role of client advisors Current and recent class action cases Strategic advocacy skills for the securities litigator 9:00 Course Concludes 9:15 Session Three Concludes TUESDAY, OCTOBER 14, :30-6:00 6:00-7:00 Introduction to Session Four: Regulation of Control Transactions Naizam Kanji, Deputy Director, Mergers & Acquisitions, Corporate Finance, Ontario Securities Commission Jeffrey M. Singer, Hear directly from the regulator and a leading securities practitioner who will discuss the conceptual and regulatory issues relating to today s M&A transactions, including: Regulation of Control Transactions - shareholder rights plans - early warning reporting - defensive tactics - minority rights Regulation of Proxy Solicitation and Shareholder Democracy - proxy plumbing - empty voting/vote buying - majority voting policies and say on pay - shareholder rights WHO SHOULD ATTEND First and second year Associates in securities law Lawyers who want to develop expertise in securities law Regulators Investment dealers and advisors Corporate executives Finance officers 7:00-7:15 OSGOODE PROFESSIONAL DEVELOPMENT, 2014

6 REGISTRATION GET A THOROUGH GROUNDING IN CURRENT AND EMERGING SECURITIES LAW The Intensive Course in Canadian Securities Law and Practice I will attend: On site Via webcast (single viewer) Unable to attend? Please contact us to order the Materials/Program Archive. Fee Per Delegate $1695 plus 13% HST for a total of $ Fees include attendance, program materials and a light buffet supper (on-site). Group discounts are available for both on site and webcast participants. Visit for details. Please inquire about financial assistance and CPD credits. Interested in Custom and In-house Programs? Osgoode Professional Development also offers many of its programs in-house and can customize some programs to your specific needs. If you would like further information, please contact Heather Gore, Program & Business Development Lawyer, at or or visit CPD Credits Osgoode Professional Development has been approved as an Accredited Provider of Professionalism Content by The Law Society of Upper Canada. LSUC (ON) CPD: 12.5 CPD Hours (9.25 Substantive, 3.25 Professionalism); BC/Manitoba/Saskatchewan/NWT/Nunavut/ Yukon/Quebec/New Brunswickand PEI: 11.5 CPD/MCLE credit hours towards professional development requirements; NSBS CPD: 12.5 credit hours; NY CLE Board (on-site participants only): 13.0 credit hours in the Area of Professional Practice for transitional and non-transitional lawyers. Also eligible for CLE/ Insurance Premium Credits Program offered by the Law Society of PEI and for Alberta CPD credit with the Law Society of Alberta. Questions? or refer to the program website. Registrant Information Please complete all registrant information. Name: Title: Firm/Company: Practice Area: Address: City: Prov: Postal Code: Telephone: Add me to your mailing list Delete me from your mailing list I do not wish to be contacted by Fax: Payment Options Cheque enclosed (payable to York University HST# R ) Bill my credit card: VISA Mastercard Card# Priority Service Code (from mailing lable below) O L Expiry: Signature: Payment amount: $ Program Changes We will make every effort to present the program as advertised, but it may be necessary to change the date, location, speakers or content with little or no notice. In the event of program cancellation, York University s and Osgoode Hall Law School s liability is limited to reimbursement of paid fees. Cancellations and Substitutions Substitution of registrants is permitted at any time. If you are unable to find a substitute, a full refund (less $75 administration fee) is available if a cancellation request is received in writing 14 days prior to the program date. No other refund is available. Dates & Time Monday and Tuesday Evenings September 22, 29* & October 6, 14, :00 p.m. 9:15 p.m. EDT/EST *Please note: September 29, 2014 will run from 5:30 p.m. 9:15 p.m. EDT/EST Please arrive a half hour early on Day One for sign-in and material pick-up. Dress is business casual. Location Osgoode Professional Development Downtown Toronto Conference Centre 1 Dundas St. W., 26th Floor Toronto, ON M5G 1Z3 4 Convenient Ways to Register 1. MAIL your registration form to: Osgoode Professional Development Downtown Toronto Conference Centre 1 Dundas St. W., 26th Floor Toronto, ON M5G 1Z3 2. ONLINE at 3. FAX your registration to CALL US at or

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